<PAGE>
                                                                    Exhibit 4.32

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
REPRESENTED HEREBY SHALL NOT TRADE THE SECURITIES BEFORE JULY 24, 2004.

THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (i) AS PART OF
THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER
OF THE COMMENCEMENT OF THE OFFERING AND CLOSING DATE, EXCEPT IN EITHER CASE IN
ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT. TERMS USED HEREIN HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S.

THE BROKER'S WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 5:00 P.M.
(TORONTO TIME) ON MARCH 23, 2005, AFTER WHICH TIME THE BROKER'S WARRANTS
EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.


             COMPENSATION WARRANTS TO PURCHASE UP TO 89,594 UNITS OF

                         SPECTRUM SIGNAL PROCESSING INC.
                  (EXISTING UNDER THE LAWS OF BRITISH COLUMBIA)

                                   VOID AFTER
                                 MARCH 23, 2005

         THIS CERTIFIES that, for value received, GMP Securities Ltd. (the
"HOLDER"), is the registered holder of 89,594 compensation warrants (the
"COMPENSATION WARRANTS") each of which entitle the holder, subject to the terms
and conditions set forth in this Compensation Warrant Certificate, to purchase
from Spectrum Signal Processing Inc. (the "CORPORATION"), one unit (a "UNIT"),
at any time until 5:00 p.m. (Toronto time) on March 23, 2005, at which time this
Compensation Warrant shall become wholly void and the unexercised portion of the
subscription right represented hereby will expire and terminate (the "TIME OF
EXPIRY") on payment of $1.50 per unit (the "EXERCISE PRICE"). Each Unit shall
consist of one common share in the capital of the Corporation (a "COMPENSATION
WARRANT SHARE") and one-half of one Common Share purchase warrant. Each whole
warrant (a "BROKER WARRANT") is exercisable at any time until that date which is
18 months following the date hereof for one common share in the capital of the
Corporation (a "BROKER WARRANT SHARE") at an exercise price of $1.50 per share.
The number of Compensation Warrant Shares which the Holder is entitled to
acquire upon exercise of the Compensation Warrants and the Exercise Price are
subject to adjustment as hereinafter provided.



<PAGE>


1. EXERCISE OF COMPENSATION WARRANTS

         (a)      Election to Purchase. The rights evidenced by this certificate
                  may be exercised by the Holder in whole or in part and in
                  accordance with the provisions hereof by delivery of an
                  Election to Purchase in substantially the form attached hereto
                  as Schedule 1, properly completed and executed, together with
                  payment by certified cheque or bank draft of the Exercise
                  Price for the number of Units specified in the Election to
                  Purchase at the office of the Corporation at One Spectrum
                  Court, 200 - 2700 Production Way, Burnaby, British Columbia
                  V5A 4X1, or such other address in Canada as may be notified in
                  writing by the Corporation (the "Corporation Office"). The
                  election to purchase must be executed outside the United
                  States. In the event that the rights evidenced by this
                  certificate are exercised in part, the Corporation shall,
                  contemporaneously with the issuance of the Units issuable on
                  the exercise of the Compensation Warrants so exercised, issue
                  to the Holder a Compensation Warrant Certificate on identical
                  terms in respect of that number of Units in respect of which
                  the Holder has not exercised the rights evidenced by this
                  certificate.

         (b)      Exercise. The Corporation shall, within three business days
                  after receiving a duly executed Election to Purchase and the
                  Exercise Price for the number of Units specified in the
                  Election to Purchase (the "EXERCISE DATE"), issue that number
                  of Units specified in the Election to Purchase.

         (c)      Certificates. As promptly as practicable after the Exercise
                  Date, the Corporation shall issue and deliver to the Holder,
                  registered in such name or names as the Holder may direct or
                  if no such direction has been given, in the name of the
                  Holder, a certificate or certificates for the number of
                  Compensation Warrant Shares and Broker Warrants specified in
                  the Election to Purchase. To the extent permitted by law, such
                  exercise shall be deemed to have been effected as of the close
                  of business on the Exercise Date, and at such time the rights
                  of the Holder with respect to the number of Compensation
                  Warrants which have been exercised as such shall cease, and
                  the person or persons in whose name or names any certificate
                  or certificates for Compensation Warrant Shares and Broker
                  Warrants shall then be issuable upon such exercise shall be
                  deemed to have become the holder or holders of record of the
                  Compensation Warrant Shares and Broker Warrants represented
                  thereby.

         (d)      Fractional Units. No fractional Units shall be issued upon
                  exercise of this Compensation Warrant and the Agent will not
                  be entitled to any cash payment or compensation in lieu of a
                  fractional Unit.

         (e)      Corporate Changes.

                  (i)      Subject to paragraph 1(e)(ii) hereof, if, after March
                           23, 2004 and prior to the Time of Expiry, the
                           Corporation shall be a party to any reorganization,
                           merger, dissolution or sale of all or substantially
                           all of its assets, whether or not the Corporation is
                           the surviving entity, the Compensation Warrants


                                       2
<PAGE>



                           evidenced by this certificate shall be adjusted so
                           that the holder hereof shall be entitled to acquire
                           the same number and type of securities to which the
                           holder of that number of Compensation Warrant Shares
                           of the Corporation subject to the unexercised
                           Compensation Warrants would have been entitled by
                           reason of such reorganization, merger, dissolution or
                           sale of all or substantially all of its assets (the
                           "EVENT"), and the Exercise Price shall be adjusted to
                           be the amount determined by multiplying the Exercise
                           Price in effect immediately prior to the Event by the
                           number of Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants immediately prior
                           to the Event, and dividing the product thereof by the
                           number of securities to which the holder of that
                           number of Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants would have been
                           entitled to by reason of such Event.

                  (ii)     If the Corporation is unable to deliver securities to
                           the Holder pursuant to the proper exercise of a
                           Compensation Warrant, the Corporation may satisfy
                           such obligations to the Holder hereunder by paying to
                           the Holder in cash the difference between the
                           Exercise Price of all unexercised Compensation
                           Warrants granted hereunder and the Fair Market Value
                           of the securities to which the Holder would be
                           entitled to upon exercise of all unexercised
                           Compensation Warrants. Adjustments under this
                           subparagraph (e) or (subject to subparagraph (o)) any
                           determinations as to the Fair Market Value of any
                           securities shall be made by the board of directors of
                           the Corporation, or any committee thereof
                           specifically designated by the board of directors to
                           be responsible therefor, and any reasonable
                           determination made by such board or committee thereof
                           shall be binding and conclusive, subject only to any
                           disputes being resolved by the Corporation's
                           auditors, whose determination shall be binding and
                           conclusive.

         (f)      Subdivision or Consolidation of Common Shares.

                  (i)      In the event that, after March 23, 2004 and prior to
                           the Time of Expiry, the Corporation shall subdivide
                           its outstanding common shares ("COMMON SHARES") into
                           a greater number of shares, the Exercise Price in
                           effect immediately prior to such subdivision shall be
                           proportionately reduced, and conversely, in case the
                           outstanding Common Shares shall be consolidated into
                           a smaller number of shares, the Exercise Price in
                           effect immediately prior to such consolidation shall
                           be proportionately increased.

                  (ii)     Upon each adjustment of the Exercise Price as
                           provided herein, the Holder shall thereafter be
                           entitled to acquire, at the Exercise Price resulting
                           from such adjustment, the number of Compensation
                           Warrant Shares (calculated to the nearest tenth of a
                           Compensation Warrant Share) obtained by multiplying
                           the Exercise Price in effect immediately prior to
                           such adjustment by the number of Compensation Warrant
                           Shares which may be


                                       3

<PAGE>

                           acquired hereunder immediately prior to such
                           adjustment and dividing the product thereof by the
                           Exercise Price resulting from such adjustment.

         (g)      Change or Reclassification of Common Shares. In the event
                  that, after March 23, 2004 and prior to the Time of Expiry,
                  the Corporation shall change or reclassify its outstanding
                  Common Shares into a different class of securities, the rights
                  evidenced by the Compensation Warrants shall be adjusted as
                  follows so as to apply to the successor class of securities:

                  (i)      the number of the successor class of securities which
                           the Holder shall be entitled to acquire as part of
                           the Units shall be that number of the successor class
                           of securities which a holder of that number of
                           Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants immediately prior
                           to the change or reclassification would have been
                           entitled to by reason of such change or
                           reclassification; and

                  (ii)     the Exercise Price shall be determined by multiplying
                           the Exercise Price in effect immediately prior to the
                           change or reclassification by the number of
                           Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants immediately prior
                           to the change or reclassification, and dividing the
                           product thereof by the number of shares determined in
                           paragraph 1(g)(i) hereof.

                  (h)      Offering to Shareholders. If and whenever at any time
                  after March 23, 2004 and prior to the Time of Expiry, the
                  Corporation shall fix a record date or if a date of
                  entitlement to receive is otherwise established (any such date
                  being hereinafter referred to in this subsection 1(h) as the
                  "record date") for the issuance of rights, options or warrants
                  to all or substantially all the holders of the outstanding
                  Common Shares entitling them, for a period expiring not more
                  than 45 days after such record date, to subscribe for or
                  purchase Common Shares or securities convertible into or
                  exchangeable for Common Shares at a price per share or, as the
                  case may be, having a conversion or exchange price per share
                  less than 95% of the Fair Market Value (as hereinafter
                  defined) on such record date, the Exercise Price shall be
                  adjusted immediately after such record date so that it shall
                  equal the price determined by multiplying the Exercise Price
                  in effect on such record date by a fraction, of which the
                  numerator shall be the total number of Common Shares
                  outstanding on such record date plus a number equal to the
                  number arrived at by dividing the aggregate subscription or
                  purchase price of the total number of additional Common Shares
                  offered for subscription or purchase or, as the case may be,
                  the aggregate conversion or exchange price of the convertible
                  or exchangeable securities so offered by such Fair Market
                  Value, and of which the denominator shall be the total number
                  of Common Shares outstanding on such record date plus the
                  total number of additional Common Shares so offered (or into
                  which the convertible or exchangeable securities so offered
                  are convertible or exchangeable); Common Shares owned by or
                  held for the account of the Corporation or any subsidiary of
                  the Corporation shall be deemed not to be outstanding for the
                  purpose of any such computation; such adjustment shall be


                                       4
<PAGE>


                  made successively whenever such a record date is fixed; to the
                  extent that any rights or warrants are not so issued or any
                  such rights or warrants are not exercised prior to the
                  expiration thereof, the Exercise Price shall then be
                  readjusted to the Exercise Price which would then be in effect
                  if such record date had not been fixed or to the Exercise
                  Price which would then be in effect based upon the number of
                  Common Shares or conversion or exchange rights contained in
                  convertible or exchangeable securities actually issued upon
                  the exercise of such rights or warrants, as the case may be.
                  In any case in which this section requires that an adjustment
                  be made to the Exercise Price, no such adjustment shall be
                  made if the Holder of the outstanding Compensation Warrants
                  receives the rights, options or warrants referred to in this
                  section in such kind and number as the Holder would have
                  received if the Holder had been a holder of Common Shares on
                  the applicable record date by virtue of the Holder's
                  outstanding Compensation Warrants having then been exercised
                  into Compensation Warrant Shares at the Exercise Price in
                  effect on the applicable record date or effective date, as the
                  case may be. Any such issuance of share, rights, options, or
                  warrants will be subject to regulatory approval.

         (i)      Carry Over of Adjustments. No adjustment of the Exercise Price
                  shall be made if the amount of such adjustment shall be less
                  than 1% of the Exercise Price in effect immediately prior to
                  the event giving rise to the adjustment, provided, however,
                  that in such case any adjustment that would otherwise be
                  required then to be made shall be carried forward and shall be
                  made at the time of and together with the next subsequent
                  adjustment which, together with any adjustment so carried
                  forward, shall amount to at least 1% of the Exercise Price.

         (j)      Notice of Adjustment. Upon any adjustment of the number of
                  Compensation Warrant Shares and upon any adjustment of the
                  Exercise Price, then and in each such case the Corporation
                  shall give written notice thereof to the Holder, which notice
                  shall state the Exercise Price and the number of Compensation
                  Warrant Shares and Broker Warrants or other securities subject
                  to the unexercised Compensation Warrants resulting from such
                  adjustment, and shall set forth in reasonable detail the
                  method of calculation and the facts upon which such
                  calculation is based. Upon the request of the Holder there
                  shall be transmitted promptly to the Holder a statement of the
                  firm of independent chartered accountants retained to audit
                  the financial statements of the Corporation to the effect that
                  such firm concurs in the Corporation's calculation of the
                  change.

         (k)      Other Notices. In case at any time after March 23, 2004 and
                  prior to the Time of Expiry:

                  (i)      the Corporation shall declare any dividend upon its
                           Common Shares payable in Common Shares;

                  (ii)     the Corporation shall offer for subscription pro rata
                           to the holders of its Common Shares any additional
                           shares of any class or other rights;



                                       5
<PAGE>

                  (iii)    there shall be any capital reorganization or
                           reclassification of the capital stock of the
                           Corporation, or consolidation, amalgamation or merger
                           of the Corporation with, or sale of all or
                           substantially all of its assets to, another
                           corporation; or

                  (iv)     there shall be a voluntary or involuntary
                           dissolution, liquidation or winding-up of the
                           Corporation,

         then, in any one or more of such cases, the Corporation shall give to
         the Holder (A) at least 10 days' prior written notice of the date on
         which a record date shall be taken for such dividend, distribution or
         subscription rights or for determining rights to vote in respect of any
         such reorganization, reclassification, consolidation, merger,
         amalgamation, sale, dissolution, liquidation or winding-up and (B) in
         the case of any such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding-up, at least 10 days'
         prior written notice of the date when the same shall take place. Such
         notice in accordance with the foregoing clause (A) shall also specify,
         in the case of any such dividend, distribution or subscription rights,
         the date on which the holders of Common Shares shall be entitled
         thereto, and such notice in accordance with the foregoing clause (B)
         shall also specify the date on which the holders of Common Shares shall
         be entitled to exchange their Common Shares for securities or other
         property deliverable upon such reorganization, reclassification,
         consolidation, merger, amalgamation, sale, dissolution, liquidation or
         winding-up, as the case may be.

         (l)      Shares to be Reserved. The Corporation will at all times keep
                  available, and reserve if necessary under Canadian law, out of
                  its authorized Common Shares, solely for the purpose of issue
                  upon the exercise of the Compensation Warrants, (i) such
                  number of Compensation Warrant Shares as shall then be
                  issuable upon the exercise of the Compensation Warrants, and
                  (ii) such number of Broker Warrant Shares issuable upon the
                  due exercise of the Broker Warrants issuable upon the due
                  exercise of the Compensation Warrants. The Corporation
                  covenants and agrees that the Compensation Warrant Shares and
                  the Broker Warrant Shares which shall be so issuable upon
                  being duly exercised will, upon issuance, be duly authorized
                  and issued as fully paid and non-assessable. The Corporation
                  will take all such actions as may be necessary to ensure that
                  all such Compensation Warrant and Broker Warrant Shares may be
                  so issued without violation of any applicable requirements of
                  any exchange upon which the Common Shares may be listed or in
                  respect of which the Common Shares are qualified for unlisted
                  trading privileges. The Corporation will take all such actions
                  are within its power to ensure that all such Compensation
                  Warrant Shares and the Broker Warrant Shares may be so issued
                  without violation of any applicable law.

         (m)      Issue Tax. The issuance of certificates for Compensation
                  Warrant Shares and Broker Warrants upon the exercise of
                  Compensation Warrants shall be made without charge to the
                  Holder for any issuance tax in respect thereto, provided that
                  the Corporation shall not be required to pay any tax which may
                  be payable in respect of any transfer involved in the issuance
                  and delivery of any certificate in a name other than that of
                  the Holder.



                                       6
<PAGE>

         (n)      Listing. The Corporation will, at its expense and as
                  expeditiously as possible, use its reasonable commercial
                  efforts to cause all Compensation Warrant Shares and Broker
                  Warrant Shares issuable upon the exercise of the Compensation
                  Warrants and the Broker Warrants, respectively, to be duly
                  listed on the Toronto Stock Exchange and/or any other stock
                  exchange upon which the Common Shares may be then listed prior
                  to the issuance of such shares.

         (o)      Fair Market Value. For the purposes of any computation
                  hereunder, the "Fair Market Value" at any date shall be the
                  weighted average sale price per share for the Common Shares of
                  the Corporation for the 20 consecutive trading days
                  immediately before such date on the most senior stock exchange
                  in Canada on which the Common Shares may then be listed and on
                  which there is the greatest volume of trading of the Common
                  Shares for such 20 day period, or, if the shares or any other
                  security in respect of which a determination of Fair Market
                  Value is being made are not listed on any stock exchange, the
                  Fair Market Value shall be determined by the directors, which
                  determination shall be conclusive. The weighted average price
                  shall be determined by dividing the aggregate sale price of
                  all such shares sold on the said exchange during the said 20
                  consecutive trading days by the total number of such shares so
                  sold.

2.       REPLACEMENT

         Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Compensation Warrant Certificate and,
if requested by the Corporation, upon delivery of a bond of indemnity
satisfactory to the Corporation (or, in the case of mutilation, upon surrender
of this Compensation Warrant Certificate), the Corporation will issue to the
Holder a replacement certificate (containing the same terms and conditions as
this Compensation Warrant Certificate).


3.       EXPIRY DATE

         The Compensation Warrants shall expire and all rights to purchase Units
hereunder shall cease and become null and void at 5:00 p.m. (Toronto time) on
March 23, 2005.


4.       COVENANT.

         So long as any Compensation Warrants remain outstanding the Corporation
covenants that it shall use its commercially reasonable best efforts to maintain
its status as a reporting issuer not in default in the Offering Jurisdictions.


5.       DEFINED TERMS

         All capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the agency agreement dated as of March 23, 2004
among the Corporation, GMP Securities Ltd. and Dlouhy Merchant Group Inc.



                                       7
<PAGE>

6.       GOVERNING LAW

         The laws of the Province of British Columbia and the laws of Canada
applicable therein shall govern the Compensation Warrants.

7.       SUCCESSORS

         This Compensation Warrant Certificate shall enure to the benefit of the
Holder and its successors or assigns and shall be binding on the Corporation and
its respective successors.

8.       GENERAL

         This Compensation Warrant is non-assignable and non-transferable.

         By acceptance hereof, the Agent hereby represents and warrants to the
Corporation that the Agent is acquiring this Compensation Warrant as principal
for its own account and not for the benefit of any other person.

         All amounts of money referred to in this Compensation Warrant
Certificate are expressed in lawful money of Canada.




                           [INTENTIONALLY LEFT BLANK]




                                       8
<PAGE>


         IN WITNESS WHEREOF the Corporation has caused this Compensation Warrant
Certificate to be signed by a duly authorized officers.

         DATED as of March 23rd, 2004.

                                     SPECTRUM SIGNAL PROCESSING INC.



                                     Per: /s/ Brent Flichel
                                          --------------------------------------
                                          Authorized Signing Officer



                                       9
<PAGE>




                                  SCHEDULE "1"

                              ELECTION TO EXERCISE

         The undersigned hereby irrevocably elects to exercise the number of
Compensation Warrants of Spectrum Signal Processing Inc. set out below for the
number of Units (or other property or securities subject thereto) as set forth
below:


         (a)  Number of Compensation Warrants to be Exercised:     ____________

         (b)  Number of Units to be Acquired:                      ____________

         (c)  Exercise Price per Unit:                            $____________

         (d)  Aggregate Purchase Price [(b) multiplied by (c)]    $____________

and hereby tenders a certified cheque, bank draft or cash for such aggregate
purchase price, and directs such Units to be registered and a certificate
therefor to be issued as directed below.

         DATED this ______ day of ____________, 200__ .


                                     [NAME OF HOLDER]

                                     Per:
                                         ---------------------------------------

                                     -------------------------------------------

                                     Name of Registered Holder:

                                     -------------------------------------------

                                     Address of Registered Holder:

                                     -------------------------------------------

                                     -------------------------------------------

<PAGE>

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES
REPRESENTED HEREBY SHALL NOT TRADE THE SECURITIES BEFORE JULY 24, 2004.

THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 (THE "1933 ACT"), AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (i) AS PART OF
THEIR DISTRIBUTION AT ANY TIME OR (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER
OF THE COMMENCEMENT OF THE OFFERING AND CLOSING DATE, EXCEPT IN EITHER CASE IN
ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT. TERMS USED HEREIN HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION S.

THE BROKER'S WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 5:00 P.M.
(TORONTO TIME) ON MARCH 23, 2005, AFTER WHICH TIME THE BROKER'S WARRANTS
EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.


             COMPENSATION WARRANTS TO PURCHASE UP TO 9,955 UNITS OF

                         SPECTRUM SIGNAL PROCESSING INC.
                  (EXISTING UNDER THE LAWS OF BRITISH COLUMBIA)

                                   VOID AFTER
                                 MARCH 23, 2005

         THIS CERTIFIES that, for value received, Dlouhy Merchant Group Inc.
(the "HOLDER"), is the registered holder of 9,955 compensation warrants (the
"COMPENSATION WARRANTS") each of which entitle the holder, subject to the terms
and conditions set forth in this Compensation Warrant Certificate, to purchase
from Spectrum Signal Processing Inc. (the "CORPORATION"), one unit (a "UNIT"),
at any time until 5:00 p.m. (Toronto time) on March 23, 2005, at which time this
Compensation Warrant shall become wholly void and the unexercised portion of the
subscription right represented hereby will expire and terminate (the "TIME OF
EXPIRY") on payment of $1.50 per unit (the "EXERCISE PRICE"). Each Unit shall
consist of one common share in the capital of the Corporation (a "COMPENSATION
WARRANT SHARE") and one-half of one Common Share purchase warrant. Each whole
warrant (a "BROKER WARRANT") is exercisable at any time until that date which is
18 months following the date hereof for one common share in the capital of the
Corporation (a "BROKER WARRANT SHARE") at an exercise price of $1.50 per share.
The number of Compensation Warrant Shares which the Holder is entitled to
acquire upon exercise of the Compensation Warrants and the Exercise Price are
subject to adjustment as hereinafter provided.




<PAGE>





1.       EXERCISE OF COMPENSATION WARRANTS

         (a)      Election to Purchase. The rights evidenced by this certificate
                  may be exercised by the Holder in whole or in part and in
                  accordance with the provisions hereof by delivery of an
                  Election to Purchase in substantially the form attached hereto
                  as Schedule 1, properly completed and executed, together with
                  payment by certified cheque or bank draft of the Exercise
                  Price for the number of Units specified in the Election to
                  Purchase at the office of the Corporation at One Spectrum
                  Court, 200 - 2700 Production Way, Burnaby, British Columbia
                  V5A 4X1, or such other address in Canada as may be notified in
                  writing by the Corporation (the "Corporation Office"). The
                  election to purchase must be executed outside the United
                  States. In the event that the rights evidenced by this
                  certificate are exercised in part, the Corporation shall,
                  contemporaneously with the issuance of the Units issuable on
                  the exercise of the Compensation Warrants so exercised, issue
                  to the Holder a Compensation Warrant Certificate on identical
                  terms in respect of that number of Units in respect of which
                  the Holder has not exercised the rights evidenced by this
                  certificate.

         (b)      Exercise. The Corporation shall, within three business days
                  after receiving a duly executed Election to Purchase and the
                  Exercise Price for the number of Units specified in the
                  Election to Purchase (the "EXERCISE DATE"), issue that number
                  of Units specified in the Election to Purchase.

         (c)      Certificates. As promptly as practicable after the Exercise
                  Date, the Corporation shall issue and deliver to the Holder,
                  registered in such name or names as the Holder may direct or
                  if no such direction has been given, in the name of the
                  Holder, a certificate or certificates for the number of
                  Compensation Warrant Shares and Broker Warrants specified in
                  the Election to Purchase. To the extent permitted by law, such
                  exercise shall be deemed to have been effected as of the close
                  of business on the Exercise Date, and at such time the rights
                  of the Holder with respect to the number of Compensation
                  Warrants which have been exercised as such shall cease, and
                  the person or persons in whose name or names any certificate
                  or certificates for Compensation Warrant Shares and Broker
                  Warrants shall then be issuable upon such exercise shall be
                  deemed to have become the holder or holders of record of the
                  Compensation Warrant Shares and Broker Warrants represented
                  thereby.

         (d)      Fractional Units. No fractional Units shall be issued upon
                  exercise of this Compensation Warrant and the Agent will not
                  be entitled to any cash payment or compensation in lieu of a
                  fractional Unit.

         (e)      Corporate Changes.

                  (i)      Subject to paragraph 1(e)(ii) hereof, if, after March
                           23, 2004 and prior to the Time of Expiry, the
                           Corporation shall be a party to any reorganization,


                                       2

<PAGE>


                           merger, dissolution or sale of all or substantially
                           all of its assets, whether or not the Corporation is
                           the surviving entity, the Compensation Warrants
                           evidenced by this certificate shall be adjusted so
                           that the holder hereof shall be entitled to acquire
                           the same number and type of securities to which the
                           holder of that number of Compensation Warrant Shares
                           of the Corporation subject to the unexercised
                           Compensation Warrants would have been entitled by
                           reason of such reorganization, merger, dissolution or
                           sale of all or substantially all of its assets (the
                           "EVENT"), and the Exercise Price shall be adjusted to
                           be the amount determined by multiplying the Exercise
                           Price in effect immediately prior to the Event by the
                           number of Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants immediately prior
                           to the Event, and dividing the product thereof by the
                           number of securities to which the holder of that
                           number of Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants would have been
                           entitled to by reason of such Event.

                  (ii)     If the Corporation is unable to deliver securities to
                           the Holder pursuant to the proper exercise of a
                           Compensation Warrant, the Corporation may satisfy
                           such obligations to the Holder hereunder by paying to
                           the Holder in cash the difference between the
                           Exercise Price of all unexercised Compensation
                           Warrants granted hereunder and the Fair Market Value
                           of the securities to which the Holder would be
                           entitled to upon exercise of all unexercised
                           Compensation Warrants. Adjustments under this
                           subparagraph (e) or (subject to subparagraph (o)) any
                           determinations as to the Fair Market Value of any
                           securities shall be made by the board of directors of
                           the Corporation, or any committee thereof
                           specifically designated by the board of directors to
                           be responsible therefor, and any reasonable
                           determination made by such board or committee thereof
                           shall be binding and conclusive, subject only to any
                           disputes being resolved by the Corporation's
                           auditors, whose determination shall be binding and
                           conclusive.

         (f)      Subdivision or Consolidation of Common Shares.

                  (i)      In the event that, after March 23, 2004 and prior to
                           the Time of Expiry, the Corporation shall subdivide
                           its outstanding common shares ("COMMON SHARES") into
                           a greater number of shares, the Exercise Price in
                           effect immediately prior to such subdivision shall be
                           proportionately reduced, and conversely, in case the
                           outstanding Common Shares shall be consolidated into
                           a smaller number of shares, the Exercise Price in
                           effect immediately prior to such consolidation shall
                           be proportionately increased.

                  (ii)     Upon each adjustment of the Exercise Price as
                           provided herein, the Holder shall thereafter be
                           entitled to acquire, at the Exercise Price resulting
                           from such adjustment, the number of Compensation
                           Warrant Shares (calculated to the nearest tenth of a
                           Compensation Warrant Share) obtained by multiplying
                           the Exercise Price in effect immediately prior to
                           such


                                       3
<PAGE>



                           adjustment by the number of Compensation Warrant
                           Shares which may be acquired hereunder immediately
                           prior to such adjustment and dividing the product
                           thereof by the Exercise Price resulting from such
                           adjustment.

         (g)      Change or Reclassification of Common Shares. In the event
                  that, after March 23, 2004 and prior to the Time of Expiry,
                  the Corporation shall change or reclassify its outstanding
                  Common Shares into a different class of securities, the rights
                  evidenced by the Compensation Warrants shall be adjusted as
                  follows so as to apply to the successor class of securities:

                  (i)      the number of the successor class of securities which
                           the Holder shall be entitled to acquire as part of
                           the Units shall be that number of the successor class
                           of securities which a holder of that number of
                           Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants immediately prior
                           to the change or reclassification would have been
                           entitled to by reason of such change or
                           reclassification; and

                  (ii)     the Exercise Price shall be determined by multiplying
                           the Exercise Price in effect immediately prior to the
                           change or reclassification by the number of
                           Compensation Warrant Shares subject to the
                           unexercised Compensation Warrants immediately prior
                           to the change or reclassification, and dividing the
                           product thereof by the number of shares determined in
                           paragraph 1(g)(i) hereof.

         (h)      Offering to Shareholders. If and whenever at any time after
                  March 23, 2004 and prior to the Time of Expiry, the
                  Corporation shall fix a record date or if a date of
                  entitlement to receive is otherwise established (any such date
                  being hereinafter referred to in this subsection 1(h) as the
                  "record date") for the issuance of rights, options or warrants
                  to all or substantially all the holders of the outstanding
                  Common Shares entitling them, for a period expiring not more
                  than 45 days after such record date, to subscribe for or
                  purchase Common Shares or securities convertible into or
                  exchangeable for Common Shares at a price per share or, as the
                  case may be, having a conversion or exchange price per share
                  less than 95% of the Fair Market Value (as hereinafter
                  defined) on such record date, the Exercise Price shall be
                  adjusted immediately after such record date so that it shall
                  equal the price determined by multiplying the Exercise Price
                  in effect on such record date by a fraction, of which the
                  numerator shall be the total number of Common Shares
                  outstanding on such record date plus a number equal to the
                  number arrived at by dividing the aggregate subscription or
                  purchase price of the total number of additional Common Shares
                  offered for subscription or purchase or, as the case may be,
                  the aggregate conversion or exchange price of the convertible
                  or exchangeable securities so offered by such Fair Market
                  Value, and of which the denominator shall be the total number
                  of Common Shares outstanding on such record date plus the
                  total number of additional Common Shares so offered (or into
                  which the convertible or exchangeable securities so offered
                  are convertible or exchangeable); Common Shares owned by or
                  held for the account of the Corporation or any subsidiary of
                  the Corporation shall be deemed not to be



                                       4
<PAGE>


                  outstanding for the purpose of any such computation; such
                  adjustment shall be made successively whenever such a record
                  date is fixed; to the extent that any rights or warrants are
                  not so issued or any such rights or warrants are not exercised
                  prior to the expiration thereof, the Exercise Price shall then
                  be readjusted to the Exercise Price which would then be in
                  effect if such record date had not been fixed or to the
                  Exercise Price which would then be in effect based upon the
                  number of Common Shares or conversion or exchange rights
                  contained in convertible or exchangeable securities actually
                  issued upon the exercise of such rights or warrants, as the
                  case may be. In any case in which this section requires that
                  an adjustment be made to the Exercise Price, no such
                  adjustment shall be made if the Holder of the outstanding
                  Compensation Warrants receives the rights, options or warrants
                  referred to in this section in such kind and number as the
                  Holder would have received if the Holder had been a holder of
                  Common Shares on the applicable record date by virtue of the
                  Holder's outstanding Compensation Warrants having then been
                  exercised into Compensation Warrant Shares at the Exercise
                  Price in effect on the applicable record date or effective
                  date, as the case may be. Any such issuance of share, rights,
                  options, or warrants will be subject to regulatory approval.

         (i)      Carry Over of Adjustments. No adjustment of the Exercise Price
                  shall be made if the amount of such adjustment shall be less
                  than 1% of the Exercise Price in effect immediately prior to
                  the event giving rise to the adjustment, provided, however,
                  that in such case any adjustment that would otherwise be
                  required then to be made shall be carried forward and shall be
                  made at the time of and together with the next subsequent
                  adjustment which, together with any adjustment so carried
                  forward, shall amount to at least 1% of the Exercise Price.

         (j)      Notice of Adjustment. Upon any adjustment of the number of
                  Compensation Warrant Shares and upon any adjustment of the
                  Exercise Price, then and in each such case the Corporation
                  shall give written notice thereof to the Holder, which notice
                  shall state the Exercise Price and the number of Compensation
                  Warrant Shares and Broker Warrants or other securities subject
                  to the unexercised Compensation Warrants resulting from such
                  adjustment, and shall set forth in reasonable detail the
                  method of calculation and the facts upon which such
                  calculation is based. Upon the request of the Holder there
                  shall be transmitted promptly to the Holder a statement of the
                  firm of independent chartered accountants retained to audit
                  the financial statements of the Corporation to the effect that
                  such firm concurs in the Corporation's calculation of the
                  change.

         (k)      Other Notices. In case at any time after March 23, 2004 and
                  prior to the Time of Expiry:

                  (i)      the Corporation shall declare any dividend upon its
                           Common Shares payable in Common Shares;

                  (ii)     the Corporation shall offer for subscription pro rata
                           to the holders of its Common Shares any additional
                           shares of any class or other rights;



                                       5
<PAGE>

                  (iii)    there shall be any capital reorganization or
                           reclassification of the capital stock of the
                           Corporation, or consolidation, amalgamation or merger
                           of the Corporation with, or sale of all or
                           substantially all of its assets to, another
                           corporation; or

                  (iv)     there shall be a voluntary or involuntary
                           dissolution, liquidation or winding-up of the
                           Corporation,

         then, in any one or more of such cases, the Corporation shall give to
         the Holder (A) at least 10 days' prior written notice of the date on
         which a record date shall be taken for such dividend, distribution or
         subscription rights or for determining rights to vote in respect of any
         such reorganization, reclassification, consolidation, merger,
         amalgamation, sale, dissolution, liquidation or winding-up and (B) in
         the case of any such reorganization, reclassification, consolidation,
         merger, sale, dissolution, liquidation or winding-up, at least 10 days'
         prior written notice of the date when the same shall take place. Such
         notice in accordance with the foregoing clause (A) shall also specify,
         in the case of any such dividend, distribution or subscription rights,
         the date on which the holders of Common Shares shall be entitled
         thereto, and such notice in accordance with the foregoing clause (B)
         shall also specify the date on which the holders of Common Shares shall
         be entitled to exchange their Common Shares for securities or other
         property deliverable upon such reorganization, reclassification,
         consolidation, merger, amalgamation, sale, dissolution, liquidation or
         winding-up, as the case may be.

         (l)      Shares to be Reserved. The Corporation will at all times keep
                  available, and reserve if necessary under Canadian law, out of
                  its authorized Common Shares, solely for the purpose of issue
                  upon the exercise of the Compensation Warrants, (i) such
                  number of Compensation Warrant Shares as shall then be
                  issuable upon the exercise of the Compensation Warrants, and
                  (ii) such number of Broker Warrant Shares issuable upon the
                  due exercise of the Broker Warrants issuable upon the due
                  exercise of the Compensation Warrants. The Corporation
                  covenants and agrees that the Compensation Warrant Shares and
                  the Broker Warrant Shares which shall be so issuable upon
                  being duly exercised will, upon issuance, be duly authorized
                  and issued as fully paid and non-assessable. The Corporation
                  will take all such actions as may be necessary to ensure that
                  all such Compensation Warrant and Broker Warrant Shares may be
                  so issued without violation of any applicable requirements of
                  any exchange upon which the Common Shares may be listed or in
                  respect of which the Common Shares are qualified for unlisted
                  trading privileges. The Corporation will take all such actions
                  are within its power to ensure that all such Compensation
                  Warrant Shares and the Broker Warrant Shares may be so issued
                  without violation of any applicable law.

         (m)      Issue Tax. The issuance of certificates for Compensation
                  Warrant Shares and Broker Warrants upon the exercise of
                  Compensation Warrants shall be made without charge to the
                  Holder for any issuance tax in respect thereto, provided that
                  the Corporation shall not be required to pay any tax which may
                  be payable in respect of any transfer involved in the issuance
                  and delivery of any certificate in a name other than that of
                  the Holder.



                                       6
<PAGE>

         (n)      Listing. The Corporation will, at its expense and as
                  expeditiously as possible, use its reasonable commercial
                  efforts to cause all Compensation Warrant Shares and Broker
                  Warrant Shares issuable upon the exercise of the Compensation
                  Warrants and the Broker Warrants, respectively, to be duly
                  listed on the Toronto Stock Exchange and/or any other stock
                  exchange upon which the Common Shares may be then listed prior
                  to the issuance of such shares.

         (o)      Fair Market Value. For the purposes of any computation
                  hereunder, the "Fair Market Value" at any date shall be the
                  weighted average sale price per share for the Common Shares of
                  the Corporation for the 20 consecutive trading days
                  immediately before such date on the most senior stock exchange
                  in Canada on which the Common Shares may then be listed and on
                  which there is the greatest volume of trading of the Common
                  Shares for such 20 day period, or, if the shares or any other
                  security in respect of which a determination of Fair Market
                  Value is being made are not listed on any stock exchange, the
                  Fair Market Value shall be determined by the directors, which
                  determination shall be conclusive. The weighted average price
                  shall be determined by dividing the aggregate sale price of
                  all such shares sold on the said exchange during the said 20
                  consecutive trading days by the total number of such shares so
                  sold.

2.       REPLACEMENT

         Upon receipt of evidence satisfactory to the Corporation of the loss,
theft, destruction or mutilation of this Compensation Warrant Certificate and,
if requested by the Corporation, upon delivery of a bond of indemnity
satisfactory to the Corporation (or, in the case of mutilation, upon surrender
of this Compensation Warrant Certificate), the Corporation will issue to the
Holder a replacement certificate (containing the same terms and conditions as
this Compensation Warrant Certificate).


3.       EXPIRY DATE

         The Compensation Warrants shall expire and all rights to purchase Units
hereunder shall cease and become null and void at 5:00 p.m. (Toronto time) on
March 23, 2005.


4.       COVENANT

         So long as any Compensation Warrants remain outstanding the Corporation
covenants that it shall use its commercially reasonable best efforts to maintain
its status as a reporting issuer not in default in the Offering Jurisdictions.


5.       DEFINED TERMS

         All capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the agency agreement dated as of March 23, 2004
among the Corporation, GMP Securities Ltd. and Dlouhy Merchant Group Inc.



                                       7
<PAGE>

6.       GOVERNING LAW

         The laws of the Province of British Columbia and the laws of Canada
applicable therein shall govern the Compensation Warrants.

7.       SUCCESSORS

         This Compensation Warrant Certificate shall enure to the benefit of the
Holder and its successors or assigns and shall be binding on the Corporation and
its respective successors.

8.       GENERAL

         This Compensation Warrant is non-assignable and non-transferable.

         By acceptance hereof, the Agent hereby represents and warrants to the
Corporation that the Agent is acquiring this Compensation Warrant as principal
for its own account and not for the benefit of any other person.

         All amounts of money referred to in this Compensation Warrant
Certificate are expressed in lawful money of Canada.


                           [INTENTIONALLY LEFT BLANK]




                                       8
<PAGE>


         IN WITNESS WHEREOF the Corporation has caused this Compensation Warrant
Certificate to be signed by a duly authorized officers.

         DATED as of March 23rd, 2004.

                                     SPECTRUM SIGNAL PROCESSING INC.



                                     Per: /s/ Brent Flichel
                                          --------------------------------------
                                          Authorized Signing Officer



                                       9
<PAGE>



                                  SCHEDULE "1"

                              ELECTION TO EXERCISE

         The undersigned hereby irrevocably elects to exercise the number of
Compensation Warrants of Spectrum Signal Processing Inc. set out below for the
number of Units (or other property or securities subject thereto) as set forth
below:


         (a)  Number of Compensation Warrants to be Exercised:     ____________

         (b)  Number of Units to be Acquired:                      ____________

         (c)  Exercise Price per Unit:                            $____________

         (d)  Aggregate Purchase Price [(b) multiplied by (c)]    $____________

and hereby tenders a certified cheque, bank draft or cash for such aggregate
purchase price, and directs such Units to be registered and a certificate
therefor to be issued as directed below.

         DATED this ______ day of ____________, 200__ .


                                         [NAME OF HOLDER]

                                         Per:
                                             -----------------------------------

                                         ---------------------------------------

                                         Name of Registered Holder:

                                         ---------------------------------------

                                         Address of Registered Holder:

                                         ---------------------------------------


                                         ---------------------------------------